Adam Larson - May 7, 2021 Form 4 Insider Report for Cottonwood Communities, Inc. (N/A)

Role
Chief Financial Officer
Signature
/s/ Adam Larson
Stock symbol
N/A
Transactions as of
May 7, 2021
Transactions value $
$0
Form type
4
Date filed
5/12/2021, 12:45 PM
Next filing
Jan 11, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction N/A CCOP LTIP Units Award +13.5K 13.5K May 7, 2021 Common Stock, par value $0.01 per share 13.5K Direct F1, F2
transaction N/A CCOP LTIP Units Disposed to Issuer -13.5K -100% 0 May 7, 2021 Common Stock, par value $0.01 per share 13.5K Direct F1, F2, F3, F4, F5
transaction N/A CCOP LTIP Units Disposed to Issuer -3.38K -100% 0 May 7, 2021 Common Stock, par value $0.01 per share 3.38K Direct F2, F3, F4, F5, F6
transaction N/A CCOP LTIP Units Disposed to Issuer -5K -100% 0 May 7, 2021 Common Stock, par value $0.01 per share 5K Direct F2, F3, F4, F5, F7
transaction N/A CROP LTIP Units Award +13.5K 13.5K May 7, 2021 Common Stock, par value $0.01 per share 13.5K Direct F3, F4, F8, F9
transaction N/A CROP LTIP Units Award +3.38K 3.38K May 7, 2021 Common Stock, par value $0.01 per share 3.38K Direct F3, F4, F8, F10
transaction N/A CROP LTIP Units Award +5K 5K May 7, 2021 Common Stock, par value $0.01 per share 5K Direct F3, F4, F8, F11
transaction N/A CROP Units Other +12.5K 12.5K May 7, 2021 Class I Common Stock, par value $0.01 per share 12.5K Direct F3, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The long-term incentive plan units ("CCOP LTIP Units") of Cottonwood Communities O.P., LP, a Delaware limited partnership ("CCOP"), of which Cottonwood Communities, Inc., a Maryland corporation (the "Issuer"), is the sole general partner prior to the effective time of the CRII Merger (as defined herein), were granted to the reporting person on May 7, 2021, as equity incentive compensation. The CCOP LTIP Units vest annually in equal installments over a four-year period with the first 25% vesting on May 7, 2022, subject to continued service.
F2 Represents CCOP LTIP Units granted to the reporting person as equity incentive compensation. Over time, CCOP LTIP Units can achieve full parity with common units of limited partnership of CCOP ("CCOP Units") for all purposes. If such parity is reached, non-forfeitable CCOP LTIP Units may be converted into CCOP Units and then may be redeemed for cash equal to the then-current market value of one share of the Issuer's common stock or, at the Issuer's election, for shares of the Issuer's common stock on a one-for-one basis. CCOP LTIP Units do not have an expiration date.
F3 On May 7, 2021, Cottonwood Residential II, Inc. ("CRII") merged with and into Cottonwood Communities GP Subsidiary, LLC ("Merger Sub"), a wholly owned subsidiary of the Issuer, with Merger Sub surviving the merger (the "REIT Merger"). Immediately following the REIT Merger, CCOP, merged with and into Cottonwood Residential O.P., LP ("CROP"), a Delaware limited partnership and the operating partnership of CRII, (the "Partnership Merger," and together with the REIT Merger, the "CRII Merger"), with CROP surviving the Partnership Merger. As of the effective time of the CRII Merger, Merger Sub, of which the Issuer is the sole member, became the sole general partner of CROP, the operating partnership of the Issuer following the CRII Merger.
F4 At the effective time of the Partnership Merger, each issued and outstanding CCOP LTIP Unit (vested and unvested) converted into the right to receive one CROP LTIP Unit (as defined herein) and such units continue to have, and are subject to, the same terms and conditions (including vesting terms) set forth in the applicable CCOP vesting agreement, as in effect immediately prior to the effective time of the Partnership Merger. Following the CRII Merger and the change in general partner of CROP, the CROP LTIP Units became a derivative security of the Issuer.
F5 Reflects the disposition of the CCOP LTIP Units in connection with the Partnership Merger (as defined herein).
F6 Represents CCOP LTIP Units granted to the reporting person as equity incentive compensation. The CCOP LTIP Units vested on May 7, 2021 in connection with the CRII Merger.
F7 Represents CCOP LTIP Units granted the reporting person as equity incentive compensation. The CCOP LTIP Units vest annually in equal installments over a four-year period with the first 25% vesting on January 1, 2022, subject to continued service.
F8 Reflects the acquisition of long-term incentive plan units ("CROP LTIP Units") of CROP, of which a wholly owned subsidiary of the Issuer is the sole general partner as of the effective time of the Partnership Merger. Over time, the CROP LTIP Units can achieve full parity with common units of limited partnership of CROP ("CROP Units") for all purposes. If such parity is reached, non-forfeitable CROP LTIP Units may be converted into CROP Units and then may be redeemed for cash equal to the then-current market value of one share of the Issuer's Class I common stock or, at the Issuer's election, for shares of the Issuer's Class I common stock on a one-for-one basis. CROP LTIP Units do not have an expiration date.
F9 Represents CROP LTIP Units received by the reporting person at the effective time of the Partnership Merger. The CROP LTIP Units vest annually in equal installments over a four-year period with the first 25% vesting on May 7, 2022, subject to continued service.
F10 Represents CROP LTIP Units received by the reporting person at the effective time of the Partnership Merger. The CROP LTIP units are vested as of the date of issuance.
F11 Represents CROP LTIP Units received by the reporting person at the effective time of the Partnership Merger. The CROP LTIP Units vest annually in equal installments over a four-year period with the first 25% vesting on January 1, 2022, subject to continued service.
F12 Represents CROP Units. CROP Units may be redeemed for cash equal to the then-current market value of one share of the Issuer's Class I common stock or, at the Issuer's election, for shares of the Issuer's Class I common stock on a one-for-one basis. The CROP Units are vested as of the date of issuance and have no expiration date. The CROP Units were held by the reporting person prior to the CRII Merger, as units that were a derivative security of CRII. Following the CRII Merger and the change in general partner of CROP, the units became a derivative security of the Issuer.